Exhibit 10.2
VISTEON HOURLY EMPLOYEE LEASE AGREEMENT
This Lease Agreement (the "AGREEMENT") is made effective as of October 1,
2005 (the "EFFECTIVE DATE"), between Visteon Corporation, a Delaware corporation
("VISTEON"), and Automotive Components Holdings, LLC f/k/a/ VFH Holdings, LLC, a
Delaware limited liability company ("ACH"). ACH and Visteon are referred to
herein individually as a "PARTY" and collectively as the "PARTIES".
RECITALS
WHEREAS, ACH is engaged in the business of manufacturing and assembling
automotive parts and providing related services ("BUSINESS");
WHEREAS, ACH is an entity managed by Ford Motor Company, a Delaware
corporation ("FORD");
WHEREAS, ACH and Ford will attempt to disposition certain assets of the
Business to subsequent buyers;
WHEREAS, Visteon hourly employees are represented by the International
Union, United Automobile, Aerospace and Agricultural Implement Workers of
America, UAW and its affiliated locals (collectively, "UAW") and are covered
under the terms and conditions of the (i) Master Visteon-UAW Collective
Bargaining Agreement dated June 29, 2000 and the Supplemental Agreement dated as
of May 4, 2004 and extensions or successor agreements by and between Visteon and
the UAW (collectively, "MASTER VISTEON CBA") or (ii) the UAW Local #1216-Visteon
Corporation Regional Assembly and Manufacturing LLC, Bellevue Plant, Labor
Agreement ("BELLEVUE CBA") such employees hereafter known as ("BELLEVUE HOURLY
EMPLOYEES");
WHEREAS, pursuant to the terms of a Memorandum of Agreement dated as of May
24, 2005 by and between the UAW, Ford and Visteon ("MOA") the parties thereto
agreed that all Visteon employees represented under the Master Visteon CBA as of
the Effective Date would be converted to Ford employees and that after the
Effective Date, Visteon would hire any new hourly employees under the terms of
the Master Visteon CBA and lease them to ACH ("VISTEON NEW HIRES");
WHEREAS, ACH desires to obtain the services of Visteon New Hires to conduct
the Business pursuant to the terms of this Agreement; and
WHEREAS, ACH desires to obtain the services of Bellevue Hourly Employees to
conduct the Business pursuant to the terms of this Agreement.
NOW THEREFORE, in consideration of the above premises and the mutual
covenants herein contained, and for other good and valuable consideration given
by each Party hereto to the other, the sufficiency and receipt of which are
hereby acknowledged, the Parties hereto, intending to be legally bound, hereby
agree as follows:
ARTICLE 1
TERM
Section 1.01. Term. The term of this Agreement shall commence on October 1,
2005, such date being referred to hereafter as the "EFFECTIVE DATE" and shall
terminate on the earlier to occur of (i) the termination of employment of all of
the Leased Employees (as defined below) or (ii) the agreement of the Parties to
terminate this Agreement ("TERM").
ARTICLE 2
LEASE OF VISTEON HOURLY EMPLOYEES
Section 2.01. Lease and Employee Census. A preliminary employee census is
attached as Schedule 2.01 ("PRELIMINARY CENSUS"). The Preliminary Census sets
forth a list of the Bellevue Hourly Employees to be leased to ACH as of the
Effective Date, together with their base hourly wage rate, Visteon service date,
job classification, location code and Global Identification Number. Within five
days of the date hereof, Visteon shall update the Preliminary Census with any
applicable changes and deliver the Preliminary Census to ACH. ACH shall have an
additional five days to approve the revised Preliminary Census. After the
revised Preliminary Census is approved by ACH, it shall be substituted for
Schedule 2.01 and shall be known as the "EMPLOYEE Census". Employees who are
identified on the Employee Census shall be known as "LEASED EMPLOYEES". In the
event that ACH requires additional hourly employees to work in the Business, ACH
will inform Visteon of its personnel requirements. Visteon shall hire only that
number of employees with the specified skills that ACH requests. Visteon and ACH
shall agree on the hiring process to be used. Visteon shall update the Employee
Census at least monthly for any Visteon New Hires or Bellevue Hourly Employees
and other employee transactions (i.e., quits, death, transfers, etc.) in
connection with the invoice procedure specified in Section 4.04. Bellevue Hourly
Employees and Visteon New Hires on the Employee Census shall be known for
purposes of this Agreement as the "LEASED EMPLOYEES". The period during which
Leased Employees are leased to ACH is referred to as the "LEASE PERIOD". ACH
agrees to lease from Visteon, and Visteon agrees to lease to ACH, the Leased
Employees under the terms of this Agreement.
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Section 2.02. Buyer Leasing. In the event of a sale or transfer of all or
any part of the Business to a buyer, Visteon and Ford shall mutually agree on
any ultimate disposition of the Leased Employees to a buyer, subject to UAW
consent. Visteon shall make any appropriate arrangements concerning HR services
as is determined by ACH, Visteon and a buyer for up to twenty-four (24) months
under the terms of the Master Services Agreement between the Parties executed as
of even date herewith ("MASTER SERVICES AGREEMENT"). Visteon shall provide such
HR services to a buyer at the following rates:
TERM PRICE
---- -----
9 months post-sale Cost + 5%
10-15 months post-sale Cost + 8%
16 months and beyond post-sale Cost + 12%
Section 2.03. Redundant Employees. ACH shall give Visteon at least ten
business days notice (where practical) when ACH desires to discontinue the lease
of any individual Leased Employee or group of Leased Employee, in its sole
discretion. The requirement for at least ten business days notice will be waived
in situations when a Leased Employee commits an offense which would justify a
"for cause" termination under Visteon's personnel practices and consistent with
the applicable CBA, in which event such employee will be terminated from this
Agreement immediately and returned to Visteon. Visteon shall delete any such
employee from the Employee Census effective on the last day worked for ACH;
provided however, that ACH shall remain responsible for reimbursing Visteon for
only those costs Visteon may incur with respect to such employee under the terms
of the applicable CBA, including SUB costs, if any. Notwithstanding the above,
lease fees for any Leased Employee terminated "for cause" shall cease the day
the termination is effective. Visteon shall be responsible for complying with
any applicable Worker Adjustment and Retraining Notification ("WARN") Act or
other applicable legal requirements in connection with a termination of a Leased
Employee, provided that Visteon receives notice from ACH sufficiently in advance
to permit such compliance, including notification requirements. If Visteon does
not receive sufficient notice from ACH, ACH shall be responsible for all costs
of such compliance with WARN or any similar law, including costs of any period
of continued employment or pay in lieu of notice.
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ARTICLE 3
EMPLOYER MATTERS
Section 3.01. Employer Definition. Visteon shall be the employer of the
Leased Employees and ACH shall not be considered the employer. Visteon will
instruct Leased Employees to (i) conform to applicable law and ACH policies
while at ACH facilities regarding safety and health, personal and professional
conduct (including the wearing of an identification badge or personal protective
equipment and adhering to plant regulations and general safety practices or
procedures) generally applicable to such facilities, which policies, procedures,
rules and regulations ACH will provide as soon as practicable after the date
hereof, and as soon as practicable upon any modification, termination or
adoption of any such policy, procedure, rule or regulation; and (ii) to
otherwise conduct themselves in a lawful and businesslike manner. Leased
Employees also shall be subject at all times to ACH's and Visteon's policies and
procedures. During the Lease Period, Visteon shall retain responsibility for all
payments and benefits due to the Leased Employees in connection with their work
relating to the Business and pro-rated for part-time employment, including but
not limited to:
(i) the payment of Leased Employees' base hourly wage or other components
of pay as required under the applicable CBA (less any applicable withholding or
other taxes or any amounts deducted from such wages pursuant to normal payroll
practices of Visteon);
(ii) the provision of all other employee benefits under the applicable CBA;
(iii) payment of all federal, state, or local taxes withheld or otherwise
required to be paid with respect thereto; and
(iv) the liability for statutory benefits, including workers' compensation,
payable to employees.
Section 3.02. Management of Employees. ACH and its management shall have
the right to assign to, and to structure work for, the Leased Employees in
accordance with the terms of the applicable CBA. Visteon acknowledges that ACH
will have no employees, but ACH will carry out its management responsibilities
hereunder by retaining appropriate personnel by assignment from Ford, leasing
salaried employees from Visteon or retaining agency employees either by itself
or through Visteon.
Section 3.03. Information. ACH shall provide Visteon on a weekly basis a
summary of the hours of service rendered by each of the Leased Employees during
the preceding week. In addition, ACH shall provide Visteon with such information
or documents as Visteon may reasonably request with respect to a
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Leased Employee. ACH will share any such information with Visteon (other than
non-job related personal care received by the Leased Employees unless related to
a legitimate business interest of Visteon) regardless of any claim of privilege
or confidentiality because Visteon is an employer of the Leased Employees.
Section 3.04. Payroll and Related Services. During the Lease Period,
Visteon shall provide payroll processing services for the Leased Employees
comparable to such services for its employees other than Leased Employees. Upon
reasonable request or as needed, Visteon will provide assurances that all proper
payments and reporting requirements have been made.
Section 3.05. Employee Benefit Plans. (a) During the Lease Period, Visteon
shall cover the Leased Employees under the employee benefit and fringe benefit
plans and arrangements under the applicable CBA. Leased Employees shall be
ineligible to participate in any employee benefit plan or fringe benefit program
sponsored by ACH or Ford. Requests for leave, reasonable accommodation and other
benefits provided by Visteon policies or by federal, state or local law will be
coordinated by ACH and Visteon. For avoidance of doubt, during the Lease Period,
Visteon reserves the right to modify, terminate or suspend any employee benefit
or fringe benefit plan applicable to any of the Leased Employees, with ACH
consent, and subject to the applicable CBA.
(b) During the Lease Period, Visteon shall maintain, administer and manage
all employee benefit and fringe benefit plans and arrangements offered to the
Leased Employees.
ARTICLE 4
REIMBURSEMENT
Section 4.01. Direct Wage and Benefit Costs. Visteon shall be reimbursed
for the direct wage and benefit costs for the Leased Employees. For purposes of
this Section 4.01, reimbursements for "direct wage and benefit costs" shall
include:
(i) The weekly gross wage, and any other type of cash compensation
specified in the applicable CBA, such as the Christmas bonus, moving allowance,
and any other cash compensation not included in the Standard Monthly Group
Fringe Cost (as defined below);
(ii) A per-employee Standard Monthly Group Fringe Cost according to the
rate schedules set forth on Schedule 4.01(ii) attached hereto. The rate schedule
shall be reviewed monthly by ACH. Visteon may change the rate schedule
periodically to reflect changes in costs and plan benefits, but no more than
four
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times per any calendar year commencing in 2006, subject to ACH prior written
approval, which approval shall not be unreasonably withheld. The Standard
Monthly Group Fringe Cost shall not include any fees that are to be reimbursed
to Visteon under the Master Services Agreement for such expenses;
(iii) Expenses incurred by Visteon with respect to each Leased Employee
which is not included in (i) and (ii) above that arise as a result of the Leased
Employee's work for ACH, such as reserves for any workers' compensation claims
arising out of a work accident while the Leased Employee was performing work for
ACH during the Lease Period;
(iv) Reasonable and necessary travel and business related expenses incurred
by Visteon in furtherance of ACH Business and paid or reimbursed to a Leased
Employee by Visteon as authorized by Visteon's standard travel and business
expense reimbursement policy. Reimbursement under this subsection shall not
include any fees that are to be reimbursed to Visteon under the Master Services
agreement for such expense; and
(v) Any taxes incurred or paid by Visteon with respect to the Leased
Employees not otherwise covered under Sections (i) through (iv), above,
including employer payroll taxes, the Michigan single business tax, and any
excise, sales, use, gross receipts, value-added or other similar transaction
taxes that may be levied by any domestic or foreign government related to the
charges or services rendered pursuant to this Agreement; provided, however, that
Visteon shall use commercially reasonable efforts to mitigate any applicable
tax, including reasonable cooperation with ACH or Ford in connection with such
mitigation.
Section 4.02. Annual Rate Setting. Except as provided below, Visteon and
ACH shall meet sixty (60) days prior to the end of the calendar year, or on a
mutually agreed upon annual time period that is consistent with regular annual
fringe cost changes, for the purpose of determining the Standard Monthly Group
Fringe Cost (set forth in Section 4.01(ii) above) applicable for the following
twelve month period. If the Parties are unable to agree on the per-employee rate
for the Standard Monthly Group Fringe Cost set forth in Section 4.01(ii) above,
the rate as determined by Visteon shall be in effect and applied to the most
current Employee Census until the new rate is agreed upon and any adjustment
shall be retroactively effective as of the beginning of the twelve month period.
If the rate is not agreed upon prior to the beginning of the applicable periods,
the Parties shall continue to diligently resolve the rate differences in a
timely manner.
Section 4.03. Reconciliation. Within a thirty (30) day period subsequent
to the end of the calendar year, Visteon shall provide ACH with a statement
indicating the Actual Group Monthly Fringe Cost for the year for the Leased
Employees and the amount that was billed to ACH pursuant to Section 4.01(ii).
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For purposes hereof, "ACTUAL GROUP MONTHLY FRINGE COST" for the year equals the
actual payments made to include year end accruals, plus or minus the changes in
reserves. ACH or its representatives shall have the right to verify the
statement and Visteon promptly shall make available to ACH or its
representatives all supporting documentation. After ACH approves the statement,
Visteon shall make any appropriate adjustment (credit or debit) in the next
billing cycle.
Section 4.04. Payment Schedule/Payment. Payments due hereunder shall be
paid according to the following schedule:
(i) Visteon shall provide ACH with an invoice for Section 4.01(i) wages and
other cash compensation and Section 4.01(v) statutory fees two business days
prior to the applicable pay date; and
(ii) Section 4.01(ii) Standard Monthly Group Fringe Cost, Section 4.01(iii)
other expenses and Section 4.01(iv) travel and business expenses shall be
invoiced five business days prior to the end of the month.
Visteon shall render an invoice to ACH in such form and containing such
detail as ACH shall reasonably require, for the amounts described above. The
total due on the invoice shall be paid to Visteon on (a) the second business day
after receipt of the invoice with respect to Section 4.04(i) and (b) the last
business day of the month with respect to Section 4.04 (ii). Payments may be
made by wire transfer or other means reasonably acceptable to Visteon. ACH or
its representatives shall have a right to audit the invoices and related records
of Visteon upon reasonable notice during normal business hours, at a place
mutually agreed upon by the Parties.
Section 4.05. Workers' Compensation and Unemployment Insurance. Visteon
shall continue to provide Workers' Compensation and Unemployment Compensation
coverage for all of the Leased Employees at all times during the Term.
ARTICLE 5
WORK ENVIRONMENT
Section 5.01. Compliance with All Health and Safety Laws. The Parties
shall comply with all applicable, national, federal, state and local health and
safety laws, regulations, ordinances, directives, and rules for Leased Employees
working on their respective premises.
Section 5.02. Compliance with Employment Laws. Each of the Parties shall
comply with all applicable national, federal, state and local employment
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laws, including, but not limited to, wage and hour, overtime, discrimination
laws, and/or local ordinances, with regard to its respective employees.
ARTICLE 6
INDEMNITY
Section 6.01. ACH Indemnity. ACH shall indemnify Visteon and its
affiliates ("VISTEON INDEMNITEES") against and agrees to hold it harmless from
any and all damage, loss, claim, liability and expense (including without
limitation, reasonable attorneys' fees and expenses in connection with any
action, suit or proceeding brought against any Visteon Indemnitee) incurred or
suffered by any Visteon Indemnitee arising out of the breach of any agreement
made by ACH hereunder with respect to the Leased Employees.
Section 6.02. Visteon Indemnity. Visteon shall indemnify ACH, Ford and
their affiliates ("FORD INDEMNITEES") against and agrees to hold them harmless
from any and all damage, loss, claim, liability and expense (including without
limitation, reasonable attorneys' fees and expenses in connection with any
action, suit or proceeding brought against any Ford Indemnitee) incurred or
suffered by any Ford Indemnitee arising out of (i) breach of any agreement made
by Visteon hereunder; (ii) any employment, payroll, benefit, workers
compensation, or other claims of any kind of any current or former Bellevue
Hourly Employee or Visteon New Hire, including any Leased Employee, or any
agency employee leased by Visteon to ACH pursuant to this Agreement, regardless
of when they arise; or (iii) any claim by any current or former Bellevue Hourly
Employee or Visteon New Hire, including any Leased Employee (or their dependents
or beneficiaries), to the Pension Benefit Guaranty Corporation, the Department
of Labor, the Internal Revenue Service, the Securities and Exchange Commission
or comparable federal or national agencies in the United States, arising out of
or in connection with the operation, administration, funding or termination of
any of the employee benefit plans applicable to any Bellevue Hourly Employee or
Visteon New Hire, including any Leased Employee, that arise prior to, during or
after the Lease Period.
Section 6.03. Indemnification Procedures. The procedure for indemnification
under this Article 6 shall be the same procedure set forth in Section 7.03 of
the Visteon Salaried Employee Lease Agreement dated as of October 1, 2005
between Visteon and ACH.
Section 6.04. Survival of Indemnity Provisions. The provisions of this
Article shall survive the termination of this Agreement indefinitely or until
the latest date permitted by applicable law.
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ARTICLE 7
MISCELLANEOUS
Section 7.01. Notices. All notices, requests and other communications to
any Party hereunder shall be in writing (including facsimile transmission and
electronic mail ("E-MAIL") transmission, so long as a receipt of such e-mail is
requested and received) and shall be given,
if to ACH, to:
Ford Motor Company
Office of the Secretary
One American Road
00xx Xxxxx Xxxxx Xxxxxxxxxxxx
Xxxxxxxx, Xxxxxxxx 00000
Facsimile No.: (000) 000-0000
E-mail: xxxxxxx@xxxx.xxx
with a copy to:
Ford Motor Company
Office of the General Counsel
One American Road
Room 000 Xxxxx Xxxxxxxxxxxx
Xxxxxxxx, Xxxxxxxx 00000
Facsimile No.: (000) 000-0000
E-mail: xxxxxxxx@xxxx.xxx
if to Visteon to:
Visteon Corporation
Xxx Xxxxxxx Xxxxxx Xxxxx
Xxx Xxxxx Xxxxxxxx, Xxxxxxxx 00000
Attention: Xxxx Xxxxxxxx, General Counsel
Facsimile No.: (000) 000-0000
E-mail: xxxxxxxx@xxxxxxx.xxx
with a copy to:
Weil, Gotshal & Xxxxxx LLP
000 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxxxx X. Xxxxxxxx, Esq.
Facsimile No.: (000) 000-0000
E-mail: xxxxxxx.xxxxxxxx@xxxx.xxx
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or such other address, facsimile number or e-mail as such Party may hereafter
specify for the purpose by notice to the other Parties hereto. All such notices,
requests and other communications shall be deemed received on the date of
receipt by the recipient thereof if received prior to 5:00 p.m. in the place of
receipt and such day is a business day in the place of receipt. Otherwise, any
such notice, request or communication shall be deemed not to have been received
until the next succeeding business day in the place of receipt.
Section 7.02. Amendments and Waivers. Any provision of this Agreement may
be amended or waived if, but only if, such amendment or waiver is in writing and
is signed, in the case of an amendment, by each Party to this Agreement, or in
the case of a waiver, by the Party against whom the waiver is to be effective.
No failure or delay by any Party in exercising any right, power or privilege
hereunder shall operate as a waiver thereof nor shall any single or partial
exercise thereof preclude any other or further exercise thereof or the exercise
of any other right, power or privilege.
Section 7.03. Expenses. Except as otherwise provided herein, all costs and
expenses incurred in connection with this Agreement shall be paid by the Party
incurring such cost or expense.
Section 7.04. Successors and Assigns. The provisions of this Agreement
shall be binding upon and inure to the benefit of the Parties hereto and their
respective successors and permitted assigns; provided that no Party may assign,
delegate or otherwise transfer any of its rights or obligations under this
Agreement without the consent of each other Party hereto. Upon any such
permitted assignment, the references in this Agreement to ACH shall also apply
to any such assignee unless the context otherwise requires.
Section 7.05. Governing Law. This Agreement shall be governed by and
construed in accordance with the law of the State of Michigan, without regard to
the conflicts of law rules of such state.
Section 7.06. Dispute Resolution. If a dispute arises between the Parties
relating to this Agreement, the following shall be the sole and exclusive
procedure for enforcing the terms hereof and for seeking relief, including but
not limited to damages, injunctive relief and specific performance:
(a) The Parties promptly shall hold a meeting of senior executives with
decision-making authority to attempt in good faith to negotiate a mutually
satisfactory resolution of the dispute; provided that no Party shall be under
any obligation whatsoever to reach, accept or agree to any such resolution;
provided
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further, that no such meeting shall be deemed to vitiate or reduce the
obligations and liabilities of the Parties or be deemed a waiver by a Party
hereto of any remedies to which such Party would otherwise be entitled.
(b) If the Parties are unable to negotiate a mutually satisfactory
resolution as provided above, then upon request by either Party, the matter
shall be submitted to binding arbitration before a sole arbitrator in accordance
with the CPR Rules, including discovery rules, for Non-Administered Arbitration.
Within five business days after the selection of the arbitrator, each Party
shall submit its requested relief to the other Party and to the arbitrator with
a view toward settling the matter prior to commencement of discovery. If no
settlement is reached, then discovery shall proceed. Upon the conclusion of
discovery, each Party shall again submit to the arbitrator its requested relief
(which may be modified from the initial submission) and the arbitrator shall
select only the entire requested relief submitted by one Party or the other, as
the arbitrator deems most appropriate. The arbitrator shall not select one
Party's requested relief as to certain claims or counterclaims and the other
Party's requested relief as to other claims or counterclaims. Rather, the
arbitrator must only select one or the other Party's entire requested relief on
all of the asserted claims and counterclaims, and the arbitrator will enter a
final ruling that adopts in whole such requested relief. The arbitrator will
limit his/her final ruling to selecting the entire requested relief he/she
considers the most appropriate from those submitted by the Parties.
(c) Arbitration shall take place in the City of Dearborn, Michigan unless
the Parties agree otherwise or the arbitrator selected by the Parties orders
otherwise. Punitive or exemplary damages shall not be awarded. This Section 7.06
is subject to the Federal Arbitration Act, 28 U.S.C.A. Section 1, et seq., or
comparable legislation in non-U.S. jurisdictions, and judgment upon the award
rendered by the arbitrator may be entered by any court having jurisdiction.
Section 7.07. Jurisdiction. Subject to Section 7.06, the Parties hereto
agree that any suit, action or proceeding seeking to enforce any provision of,
or based on any matter arising out of or in connection with, this Agreement or
the transactions contemplated hereby shall be brought in any federal court
sitting in Michigan or any Michigan State court sitting in the Xxxxx County or
Oakland County, Michigan, so long as one of such courts shall have subject
matter jurisdiction over such suit, action or proceeding, and that any cause of
action arising out of this Agreement shall be deemed to have arisen from a
transaction of business in the State of Michigan. Each of the Parties hereby
irrevocably consents to the jurisdiction of such courts (and of the appropriate
appellate courts therefrom) in any such suit, action or proceeding and
irrevocably waives, to the fullest extent permitted by law, any objection that
it may now or hereafter have to the laying of the venue of any such suit, action
or proceeding in any such court or that any such suit, action or proceeding
brought in any such court has been
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brought in an inconvenient forum. Process in any such suit, action or proceeding
may be served on any Party anywhere in the world, whether within or without the
jurisdiction of any such court.
Section 7.08. Waiver of Jury Trial. EACH OF THE PARTIES HERETO HEREBY
IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING
ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED
HEREBY.
Section 7.09. Counterparts; Effectiveness; Third Party Beneficiaries. This
Agreement may be signed in any number of counterparts, each of which shall be an
original, with the same effect as if the signatures thereto and hereto were upon
the same instrument. This Agreement shall become effective when each Party
hereto shall have received a counterpart hereof signed by all of the other
Parties hereto. Until and unless each Party has received a counterpart hereof
signed by the other Party hereto, this Agreement shall have no effect and no
Party shall have any right or obligation hereunder (whether by virtue of any
other oral or written agreement or other communication). No provision of this
Agreement is intended to confer any rights, benefits, remedies, obligations or
liabilities hereunder upon any Person other than the Parties hereto and their
respective successors and permitted assigns under Section 7.04.
Section 7.10. Entire Agreement. This Agreement and the other documents
executed in connection with this transaction constitute the entire agreement
between the Parties with respect to the subject matter of this Agreement and
supersedes all prior agreements and understandings, both oral and written,
between the Parties with respect to the subject matter of this Agreement and the
other transaction documents.
Section 7.11. Severability. If any term, provision, covenant or restriction
of this Agreement is held by a court of competent jurisdiction or other
authority to be invalid, void or unenforceable, the remainder of the terms,
provisions, covenants and restrictions of this Agreement shall remain in full
force and effect and shall in no way be affected, impaired or invalidated so
long as the economic or legal substance of the transactions contemplated hereby
is not affected in any manner materially adverse to any Party. Upon such a
determination, the Parties shall negotiate in good faith to modify this
Agreement so as to effect the original intent of the Parties as closely as
possible in an acceptable manner in order that the transactions contemplated
hereby be consummated as originally contemplated to the fullest extent possible.
Section 7.12. Specific Performance. The Parties hereto agree that
irreparable damage would occur if any provision of this Agreement were not
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performed in accordance with the terms hereof and that the Parties shall be
entitled to an injunction or injunctions to prevent breaches of this Agreement
or to enforce specifically the performance of the terms and provisions hereof in
the courts specified in Section 7.07.
[signatures appear on following page]
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IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be
duly executed by their respective authorized officers as of the day and year
first above written.
VISTEON CORPORATION AUTOMOTIVE COMPONENTS HOLDINGS, LLC
By: /s/ Xxxxx X. Xxxxxx By: /s/ Xxxxx X. Xxxxxx
---------------------------------- -----------------------------------
Title: Executive Vice President and Title: President
Chief Financial Officer
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